TERMS AND CONDITIONS

2. Platform Ownership & Rights

a. Reservation of Rights

You acknowledge that the Service and the underlying software and all intellectual property rights therein, including copyrights, patent rights, trade secret rights and trademark rights, are owned by us. All rights not expressly granted herein are reserved by us. You expressly agree that any breach of the license grant by you is a material breach of the Terms. Except as expressly and specifically set forth in the Terms, nothing herein shall be construed as granting to you any property right, by license, implication, estoppel or otherwise, to any of our intellectual property rights.

Chalk Digital and its associated logos are either registered trademarks or trademarks of ours. All other company names, logos and other identifying marks that may be listed as part of our Service may be trademarks of their respective owners. WE DO NOT CLAIM ANY OWNERSHIP IN ANY THIRD PARTY’S TRADEMARKS NOR DO WE CLAIM ANY SPONSORSHIP, ASSOCIATION WITH OR ENDORSEMENT BY SUCH THIRD PARTIES.

b. Feedback

If you provide any feedback to us about the Service (“Feedback”), you acknowledge our need to be able to freely use such Feedback and to own any improvements to the Service (e.g., improvements, fixes, errors, bugs, etc.) made by using or incorporating such Feedback. Accordingly, you hereby assign to us any rights you may have, including all intellectual property rights, in the Feedback and we may exercise our ownership rights to such Feedback and intellectual property rights without compensation, attribution or accounting. Without additional consideration, you agree to perform all acts reasonably necessary to perfect our rights in such intellectual property.

3. User Responsibilities & Conduct

a. User Conduct

You shall be responsible for the accuracy, quality and legality of any information that you supply to us and for the means by which you acquired such information. You represent and warrant that (i) your information does not and will not violate third-party rights of any kind, including, without limitation, any intellectual property rights or rights of publicity and privacy, (ii) You agree to comply with all applicable laws and regulations, including but not limited to data protection, privacy, marketing, and communication laws such as CAN- SPAM, TCPA, and applicable state privacy laws.

You agree not to engage in any of the following prohibited actions: (i) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (ii) interfering with the proper working of the Service; (iii) bypassing the measures that we may use to prevent or restrict access to the Service; or (iv) transmitting any viruses, worms, defects, Trojan horses or other items of a destructive nature.

b. Content You Provide

You are solely responsible for creating, selecting, preparing, reviewing, proofreading, and providing all content and materials for your advertising services and related activities.

You hereby grant to us a royalty-free, worldwide, perpetual, nonexclusive, and transferable license, with right to sublicense, to use, copy, modify, publish, distribute, and display any and all content or materials that you submit to the Site or otherwise provide in connection with any advertising services or related activities.

You may not use the Service in any way to advertise, publish, or otherwise distribute material that: is defamatory, obscene, pornographic, criminal or may be reasonably calculated to induce criminal activity, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, invasive of privacy or publicity rights, or deceptive; infringes another person’s intellectual property rights; implies an endorsement or affiliation that you do not have; or is otherwise objectionable.

We reserve the right to decline to accept any content, materials, or any order for our services. If we decline to accept an order you have placed, we will refund any fees you have paid for that order.

c. Confidentiality

We agree to use the same care to protect your confidential information that we use to protect our own confidential information. We will not disclose or use any of your confidential information for purposes not contemplated by the Terms. Except for advertising content and materials submitted for campaign execution, which shall be deemed non-confidential.

4. Payments & Billing

a. Payment of Fees

By placing orders for advertising services or related activities through the Service, you expressly agree to pay the fees posted on the order at the time you submit such order, plus any applicable tax. Please note that fees are subject to change without notice.

You represent and warrant that you have the right to incur charges on the payment method you provide to pay for these charges. You hereby authorize us to charge your payment method immediately upon your placing an order.

The Site is our property and all interactions on this Site must be lawful and must comply with the Terms. We have the sole discretion to determine what constitutes an appropriate use of the Site, and we reserve the right to terminate or restrict your use of the Service without notice.

In the event of payment failure, the Service may be suspended immediately until payment is successfully processed.

5. Privacy & Data Handling

a. Privacy Policy

All information we collect on the site is subject to our Privacy Policy https://www.chalkdigital.com/privacy-policy-2/ . By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

b. Anonymous Data Collection

We shall have the right to utilize data capture, syndication, analysis tools, and other similar tools to extract, compile, synthesize, and analyze any non-personally identifiable data or information resulting from your use of the Service including from any confidential information provided by you (“Anonymous Data”).

To the extent that any Anonymous Data is collected by us, such data shall be solely owned by us and may be used by us for analytics, research, product improvement, and commercial purposes in aggregated and de-identified form without a duty of accounting to you therefor; provided that the Anonymous Data is used only in an aggregated form, without specifically identifying the source of the Anonymous Data.

6. Products & Services (Core Offering)

a. Products & Services

The Company provides digital marketing, analytics, and related technology services through its platform (the “Services”). These Services may include, but are not limited to, advertising campaign management, audience targeting, analytics dashboards, reporting tools, and other marketing technology solutions.

The Service may not be used for unlawful discrimination, including but not limited to housing, employment, or credit-related decisions, or in violation of applicable fair housing or anti- discrimination laws.

The Services may rely on integrations with third-party platforms, data providers, and technology partners.

b. Service Availability and Modifications

The Company reserves the right to modify, enhance, suspend, or discontinue any portion of the Services, including reporting methodologies, data models, or platform features, at any time without prior notice.

7. Data, Analytics & Modeling (Ad-Tech Critical Section)

a. Use of Modeled and Estimated Data

Certain metrics, reports, and insights provided through the Services may be generated using modeled, estimated, or aggregated data. This may include, but is not limited to:

• Estimated audience reach
• Modeled visits or store traffic
• Modeled move score
• Modeled or inferred demographic attributes such as income range, net worth estimates, age range, gender, or similar characteristics
• Attribution modeling
• Device or location-based estimations
• Forecasted campaign performance
• Aggregated or anonymized data from third-party sources

Such data is intended to provide directional insights and analytical estimates and may not represent exact or definitive measurements. You agree not to rely on any modeled, estimated, or inferred data as the sole basis for business, financial, legal, or marketing decisions.

b. Data Accuracy Disclaimer

While the Company makes reasonable efforts to ensure the quality and reliability of the data provided, the Company does not guarantee the accuracy, completeness, or precision of any modeled, estimated, or third-party data provided through the Services.

Users acknowledge and agree that:

• Reported metrics may be based on statistical models or probabilistic methods.
• Data may vary due to differences in methodology, signal availability, or third-party data sources.
• Reports and analytics are provided for informational and analytical purposes only.

c. Additional Data and Measurement Disclaimers

Certain metrics, reports, or analytics provided through the Service may be subject to processing delays, reporting latency, or periodic updates due to data aggregation, third-party data feeds, or system processing requirements.

As a result:

• Reporting data may not be available in real time.
• Reported metrics may change as additional data becomes available or is processed.
• Historical metrics may be adjusted to reflect updated attribution models, deduplication processes, or revised data inputs.
• The Company does not guarantee that reporting will be real-time, final, or immutable, and users acknowledge that reporting may change over time.

d. Inventory Availability

Delivery of advertising impressions, visits, audience reach, or other campaign metrics is dependent on available advertising inventory, market demand, targeting parameters, and technical factors.

The Company does not guarantee:

• Availability of advertising inventory
• Specific impression volumes
• Audience reach levels
• Placement availability within specific platforms or properties
• Campaign delivery may fluctuate due to changes in inventory supply, auction dynamics, competition from other advertisers, or platform limitations

Failure to deliver impressions, reach, or campaign performance shall not constitute a breach of this Agreement.

e. Artificial Intelligence and Automated Optimization

Certain features of the Service may use machine learning, artificial intelligence, or automated optimization tools to provide campaign recommendations, performance forecasts, audience insights, or optimization suggestions.

Such outputs are generated using probabilistic models, historical performance data, and algorithmic analysis, and therefore:

• Recommendations and predictions are estimates only.
• Actual campaign results may differ from forecasts or recommendations.

The Company does not guarantee performance improvements resulting from automated optimizations.

The Company shall not be liable for any decisions, actions, or outcomes resulting from the use of AI-generated outputs or recommendations. Users remain solely responsible for final decisions regarding campaign configuration, budgets, targeting parameters, and marketing strategies.

f. Data Methodology Changes

The Company reserves the right to modify reporting methodologies, attribution models, measurement frameworks, and data sources used in the Service at any time.

Such modifications may result in:

• Changes to previously reported metrics
• Differences in historical reporting
• Updates to calculation methodologies or data models
• Users acknowledge that such changes are a normal part of improving analytics accuracy and platform functionality

g. Third-Party Data Sources

The Services may incorporate data obtained from third-party providers, advertising exchanges, measurement platforms, or other external sources. The Company is not responsible for the accuracy, availability, or reliability of such third-party data.

h. No Guarantee of Results

The Company does not guarantee specific outcomes, including but not limited to advertising performance, campaign results, sales, store visits, or return on investment. Any projections, forecasts, or performance estimates provided through the Services are illustrative and not guaranteed results.

The Company is not responsible for the availability, performance, or policies of third-party platforms, exchanges, or partners integrated with the Service.

Delivery of impressions, visits, or performance metrics may vary due to market conditions, inventory availability, targeting parameters, or technical factors.

8. Subscriptions & Commercial Terms

a. Monthly Product Subscription

Your monthly subscription for Chalk Digital products will start when Chalk Digital confirms your payment and will continue for a period of thirty days.

When you purchase a monthly subscription, auto-renew is automatically selected for your Chalk Digital Account. At the end of the monthly subscription period, you will automatically be signed up and billed for an additional subscription term of 30 days.

If you do not wish your subscription to auto-renew, you may cancel or contact Chalk Digital prior to the end of your current subscription term. If you cancel your subscription, the subscription will remain active until the end of the current billing period.

b. Annual Product Subscription

Your annual subscription for Chalk Digital will start when Chalk Digital confirms your payment and will continue for a period of one year.

Annual subscriptions purchased on the Chalk Digital Platforms are billed annually and are paid in full in advance. When you purchase an annual subscription, auto-renew is automatically selected for your Chalk Digital account.

At the end of the annual subscription period, Chalk Digital will sign you up and bill you for an additional subscription term of one year. If you do not wish your subscription to auto-renew, you may contact Chalk Digital prior to the end of your current subscription term.

c. Refunds and Cancellations

Platform and setup fees are non-refundable and will not be returned under any circumstances.

If a customer cancels an annual subscription before the end of the subscription term, the Customer may be eligible for a prorated refund for the unused months of the subscription period, calculated from the effective cancellation date.

Refunds, if approved, will be processed to the original payment method within a reasonable processing period determined by the payment provider.

Cancellation of a subscription stops future billing but does not automatically entitle the customer to a refund unless otherwise specified in this policy. The Company reserves the right to suspend or terminate access to the Service for non-payment or billing failure.

Refund eligibility shall be determined solely at the Company’s discretion.

9. Legal Protections

a. Warranty Disclaimer

THE SERVICE IS PROVIDED “AS IS” WITH ALL FAULTS, AND YOU AGREE TO USE IT AT YOUR OWN RISK. WE DO NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT ERROR OR INTERRUPTION. WE MAKE NO GUARANTEES REGARDING THE QUALITY, ACCURACY, COMPLETENESS, EFFECTIVENESS, RELIABILITY, OR USEFULNESS OF SERVICE OR RESULTS OBTAINED THEREFROM.

WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, WE EXPRESSLY DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OF ANY KIND WHATSOEVER, WHETHER STATUTORY, EXPRESS, IMPLIED OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

ALL MARKETING DECISIONS WILL BE MADE BY YOU. YOU ACKNOWLEDGE AND AGREE THAT WE MAY PROVIDE RECOMMENDATIONS AS TO MARKETING STRATEGIES AND ACTIONS, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL DECISIONS OF WHETHER OR NOT TO ACCEPT A RECOMMENDATION WILL BE MADE BY YOU.

WE SHALL HAVE NO LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY MARKETING DECISIONS MADE BY YOU REGARDLESS OF WHETHER OR NOT YOUR DECISION WAS BASED ON RECOMMENDATIONS, REPORTS OR OTHER INFORMATION PROVIDED TO YOU BY US.

AS PART OF THE SERVICE, WE COLLECT AND COMPILE INFORMATION FROM MULTIPLE THIRD-PARTY RESOURCES WITH VARYING DATA QUALITY. WE DO NOT ATTEMPT TO INDEPENDENTLY VERIFY THE COMPLETENESS, ACCURACY, AUTHENTICITY OR APPROPRIATENESS OF THE INFORMATION THAT WE COLLECT AND SUPPLY. ACCORDINGLY, THE INFORMATION IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. ANY USE OR RELIANCE UPON THE INFORMATION BY YOU SHALL BE AT YOUR OWN RISK.

You hereby acknowledge the above disclaimers, and unconditionally and irrevocably release and forever discharge us, of and from all claims, actions, damages, and liabilities arising from your use of the Service.

If you are a California resident, you acknowledge and waive rights under California Civil Code Section 1542 regarding unknown claims.

b. Limitation of Liability

IN NO EVENT SHALL WE BE LIABLE FOR ANY LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, LOSS OF INFORMATION, LOSS OF DATA, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU EXCEED THE AMOUNT OF FEES PAID BY YOU DURING THE THIRTY DAYS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

THESE LIMITATIONS APPLY EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

c. Indemnification

You agree to indemnify, defend, and hold us harmless from any claims, damages, or liabilities arising from your use of the Service or breach of these Terms.

d. Basis of the Bargain

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING SECTIONS ON INDEMNIFICATION, WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY FAIRLY ALLOCATE THE RISKS BETWEEN THE PARTIES AND ARE ESSENTIAL ELEMENTS OF THE AGREEMENT.

10. Dispute & Legal Framework

a. Dispute Resolution

If a dispute arises between you and us, our goal is to provide a neutral and cost-effective means of resolving the dispute quickly. You and we agree to resolve any claim or controversy (“Claim”) arising out of this Agreement through the methods described below or as otherwise agreed in writing.

Before initiating formal proceedings, you are encouraged to contact customer support to seek resolution. We may also consider alternative dispute resolution methods such as mediation or arbitration.

Except as otherwise stated, all Claims shall be resolved through binding arbitration rather than court litigation. Arbitration will be conducted by a neutral arbitrator instead of a judge or jury.

YOU AND WE AGREE THAT CLAIMS FILED IN SMALL CLAIMS COURT OR CLAIMS RELATED TO INTELLECTUAL PROPERTY RIGHTS ARE NOT SUBJECT TO ARBITRATION. SUCH CLAIMS MAY BE BROUGHT IN STATE OR FEDERAL COURTS IN SAN DIEGO COUNTY.

You may opt out of binding arbitration within 30 days of accepting this Agreement by sending written notice to:

Chalk Digital Terms Administrator
16870 West Bernardo Dr., Suite 360
San Diego, CA 92127

Your notice must include your name, account information, and a clear statement that you wish to opt out of arbitration.

Class Action Waiver: All disputes will be handled individually and not as part of any class, consolidated, or representative action unless both parties agree in writing.

If arbitration is initiated, it may be conducted through the American Arbitration Association (AAA) or JAMS, in accordance with their applicable rules.

For claims under $75,000, consumer arbitration rules apply; for higher-value claims, commercial arbitration rules apply. The Federal Arbitration Act governs arbitration procedures.

The arbitrator’s decision will be final and binding and may be enforced in any court with proper jurisdiction.

b. Location of Arbitration

Arbitration may be conducted in San Diego County or in the county where you reside or operate your business. If initiated outside San Diego County, we may transfer the arbitration there provided we cover any additional costs.

If any part of this Section (except the Class Action Waiver) is found unenforceable, the remaining provisions will still apply.

If the Class Action Waiver is found unenforceable, this entire arbitration section will be void, and disputes will be resolved in court, with both parties waiving the right to a jury trial where permitted by law.

11. General Terms

a. Miscellaneous

You may not assign or delegate your rights under this Agreement, directly or indirectly, by operation of law or otherwise, without our prior written consent. Any attempt to do so without consent shall be void.

Subject to the foregoing, the Terms shall bind and inure to the benefit of the successors and permitted assigns of the parties.

This section, along with Sections 9 and 10, shall survive any expiration or termination of the Terms. Additionally, all representations, warranties, releases, acknowledgements, and assignments made by you in the Terms (including but not limited to Sections 3, 4, 5, and 7) shall survive termination.

The Terms shall be governed by the laws of the State of California, without regard to conflict of law principles.

These Terms constitute the entire agreement between the parties relating to the subject matter herein. No waiver or modification shall be valid unless made in writing and signed by both parties.

If any provision of the Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

You acknowledge that the Service has unique value and that any breach may cause irreparable harm. We reserve the right to seek equitable relief, including injunctions, to protect our intellectual property and rights under these Terms, in addition to any other remedies available at law.